This research was designed to explore the factors which influence national adult continuing education (ACE) policy-making and people's demands of national ACE policies in England and Wales. To achieve the purpose, relevant literature was reviewed and empirical data were analysed. Empirical data were collected through two-stage visits, interviews, and a questionnaire survey. People directly or indirectly involved in ACE were sampled as subjects at two stages. In total, there were 158 valid responses including the interviews and questionnaire surveys. The instruments used to collect empirical data were developed by the researcher, linked to the findings of the literature review, visits, and interviews. Methods applied to analyse the collected data included quantitative and qualitative approaches. The major findings were as follows: 1. Policy-making in the DFE basically had characteristics of a pluralist process. 2. Learner, Economic and Political factors were more influential on the DFE's ACE policy-making. 3. The Learner and Economic factors were the principal influential determinants and they had interactive impacts upon the DFE's ACE policy-making. 4. National ACE policies directly helpful for adult participation in learning were thought important by a comparatively large proportion of the sample. 5. There was a gap between people's demanded ACE policies and the DFE's ACE policies. Comparatively, people's demanded ACE policies were more learner-oriented. 6. Systems theory could provide a systematic and comprehensive analysis exploring influential factors and policy-making in the DFE but was insufficient for discussing the micro process inside. 7. The debate on the ideas of learner-oriented and market-oriented ACE is still ongoing. Even in the recent Green Paper, we can see the coexistance of different policy focuses. According to the above findings, the researcher made suggestions to the DfEE, professional organisations, and researchers who will study similar topics.